Saul B Francis II - Mar 14, 2023 Form 4/A - Amendment Insider Report for SAUL CENTERS, INC. (BFS)

Role
Chairman & CEO, Director, 10%+ Owner
Signature
/s/ Carlos L. Heard, by Power of Attorney
Stock symbol
BFS
Transactions as of
Mar 14, 2023
Transactions value $
$265,822
Form type
4/A - Amendment
Date filed
3/22/2023, 03:23 PM
Date Of Original Report
Mar 16, 2023
Previous filing
Jan 5, 2023
Next filing
Mar 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFS Common Stock Purchase $266K +7.17K +8.79% $37.10 88.7K Mar 14, 2023 Direct F18, F19
holding BFS Common Stock 4.07K Mar 14, 2023 See footnote F1
holding BFS Common Stock 3K Mar 14, 2023 See footnote F2
holding BFS Common Stock 35.1K Mar 14, 2023 See footnote F3
holding BFS Common Stock 404K Mar 14, 2023 See footnote F4
holding BFS Common Stock 534K Mar 14, 2023 See footnote F5
holding BFS Common Stock 2.77K Mar 14, 2023 See footnote F6
holding BFS Common Stock 146K Mar 14, 2023 See footnote F7
holding BFS Common Stock 8.32K Mar 14, 2023 See footnote F8
holding BFS Common Stock 400K Mar 14, 2023 See footnote F9
holding BFS Common Stock 358K Mar 14, 2023 See footnote F10
holding BFS Common Stock 8.44M Mar 14, 2023 See footnote F11
holding BFS Common Stock 5.71K Mar 14, 2023 401K F12, F13
holding BFS Common Stock 126K Mar 14, 2023 401K F14, F15
holding BFS Common Stock 146K Mar 14, 2023 See footnote F16, F17

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BFS Phantom Stock 42.4K Mar 14, 2023 Common Stock 42.4K Direct F20, F21, F22
holding BFS Director Stock Option 2.5K Mar 14, 2023 Common Stock 2.5K $51.07 Direct
holding BFS Director Stock Option 2.5K Mar 14, 2023 Common Stock 2.5K $57.74 Direct
holding BFS Director Stock Option 2.5K Mar 14, 2023 Common Stock 2.5K $59.41 Direct
holding BFS Director Stock Option 2.5K Mar 14, 2023 Common Stock 2.5K $49.46 Direct
holding BFS Director Stock Option 2.5K Mar 14, 2023 Common Stock 2.5K $55.71 Direct
holding BFS Director Stock Option 2.5K Mar 14, 2023 Common Stock 2.5K $50.00 Direct
holding BFS Director Stock Option 2.5K Mar 14, 2023 Common Stock 2.5K $43.89 Direct
holding BFS Units 8.83M Mar 14, 2023 Units 8.83M Direct F23
holding BFS Director Stock Option 2.5K Mar 14, 2023 Common Stock 2.5K $47.90 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities are held directly by The Sharon Elizabeth Saul Trust (the "SES Trust"). B Francis Saul II is the trustee of the SES Trust and, as such, he may be deemed to beneficially own the securities held by the SES Trust.
F2 These securities are held directly by The Andrew M. Saul Trust (the "AMS Trust"). B Francis Saul II is the trustee of the AMS Trust and, as such, he may be deemed to beneficially own the securities held by the AMS Trust.
F3 These securities are held directly by Van Ness Square Corporation ("Van Ness"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Van Ness and, as such, he may be deemed to beneficially own the securities held by Van Ness.
F4 These securities are held directly by Westminster Investing L.L.C. ("Westminster"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Westminster and, as such, he may be deemed to beneficially own the securities held by Westminster.
F5 These securities are held directly by Dearborn, L.L.C. ("Dearborn"). B. F. Saul Real Estate Investment Trust ("Saul Trust") is the sole member of Dearborn and, as such, it may be deemed to beneficially own the securities held by Dearborn. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
F6 These securities are held directly by Avenel Executive Park Phase II, L.L.C. ("Avenel"). Saul Trust is the sole member of Avenel and, as such, it may be deemed to beneficially own the securities held by Avenel. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
F7 These securities are held directly by SHLP Unit Acquisition Corp. ("SHLP"). Saul Trust is the sole shareholder of SHLP and, as such, it may be deemed to beneficially own the securities held by SHLP. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
F8 These securities are held directly by The Patricia English Saul Trust (the "PES Trust"). B Francis Saul II is the trustee of the PES Trust and, as such, he may be deemed to beneficially own the securities held by the PES Trust.
F9 These securities are held directly by B.F. Saul Property Company ("Saul Property"). B.F. Saul Company ("Saul Company") is the sole equity holder of Saul Property and, as such, it may be deemed to beneficially own the securities held by Saul Property. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
F10 These securities are held directly by the B.F. Saul Company. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of the B.F. Saul Company and, as such, he may be deemed to beneficially own the securities held by the B.F. Saul Company.
F11 These securities are held directly by the Saul Trust. B. Francis Saul II is the Chairman of the Board and the majority equityholder and, as such, he may be deemed to beneficially own the securities held by the Saul Trust.
F12 Balance increased by January 31, 2023 Dividend Reinvestment Plan award of 98.0 shares.
F13 These securities are held directly by a 401(k) plan of which Patricia E. Saul is a beneficiary. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.
F14 Balance increased by January 31, 2023 Dividend Reinvestment Plan award of 2,165.0 shares.
F15 These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
F16 Balance increased by January 31, 2023 Dividend Reinvestment Plan award of 2,071.318 shares.
F17 These securities are held directly by Patricia E. Saul. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.
F18 This Form 4 Amendment amends and restates in its entirety the Form 4 originally filed by the reporting person on March 16, 2023 (Original Form 4). The Transaction Code has been corrected to reflect the reporting person's open market purchase of shares. No other changes have been made to the Original Form 4.
F19 Balance increased by January 31, 2023 Dividend Reinvestment Plan award of 1,154.644 shares.
F20 Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service.
F21 The conversion of the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement.
F22 Includes 600.454 shares ($41.0552/share) awarded January 31, 2023 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and shares of phantom stock issued under the issuer's Deferred Compensation Stock Plan for Directors.
F23 Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP"), of which the Issuer is the general partner. In general, the units are convertible into shares of the Issuer's common stock on a one-for-one basis provided that, in accordance with the Articles of Incorporation of the Issuer, the right to convert may not be exercised at any time that the B. Francis Saul II, family members of B. Francis Saul II, entities controlled by B. Francis Saul II and other affiliates of B. Francis Saul II beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the Issuer's outstanding common stock and preferred stock.